Effective and Revised June 1, 2020

Terms Of Service

Please read these terms of use carefully before using the site.

These Terms of Use govern the services made available to you by XACT Acquisition, LLC dba XACT (“XACT,” “we,” “us” or “our”). By accessing or using this website or other XACT product or service (collectively, the “Site”), you signify that you have read, understand and agree to be bound by these Terms of Use and any other applicable law. If you do not agree to these Terms of Use, please do not use the Site. Your continued use of the Site will constitute receipt of notice and acceptance of any such changes.

• Warranty Disclaimer. The Site and the services sold on or through the Site are provided AS IS, AS AVAILABLE and without warranties of any kind. You use the Site at your own risk. With respect to the Site,content, and services sold on or through the Site, to the fullest extent permitted by law, we disclaim all warranties, express, implied or statutory, including, but not limited to, implied warranties of title, quality, performance, merchantability, fitness for a particular purpose, accuracy, title and non-infringement. Without limiting the foregoing, we do not warrant that (i) the Site or other services will meet your specific requirements or desired results, (ii) the Site will be uninterrupted, error-free, timely or secure, (iii) any defects will be corrected, (iv) the Site is free of viruses or anything else harmful, or (v) the results obtained from the use of the Site will be accurate or reliable. To the fullest extent permitted by law, we do not make any warranties or representations regarding the use of materials, Site Content or User Content or items placed for display in terms of their correctness, accuracy, adequacy, timeliness, reliability, completeness or otherwise. You understand and agree that you download or otherwise obtain Site content at your own risk, and that you will be solely responsible for your use of and any damage to any device on which you access the Site, including loss of data or other harm of any kind that may result. We reserve the right to change any and all Site content and other items used or contained in the Site at any time without notice. No advice or information, whether oral or written, obtained by you from us or through the Site will create any warranty not expressly stated herein.

• Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XACT SHALL NOT BE LIABLE TO YOU OR ANYONE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR RELATED TO (I) THE USE OR THE INABILITY TO USE THE SITE; (II) THE SITE CONTENT OR THE CONDUCT OF OTHER SITE USERS OR THIRD PARTIES; (III) THE PERFORMANCE OF THE SERVICES PURCHASED THROUGH THE SITE; (IV) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTINGFROM ANY DATA, INFORMATION OR SERVICES OBTAINED, MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (V) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA; (VI) TERMINATION OR DOWNGRADING OF YOUR ACCOUNT; OR (VII) ANY OTHER MATTER RELATING TO THE SITE OR ANY OF OUR OTHER SERVICES. OUR MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE TERMS OF USE, USE OF THE SITE OR SITE CONTENT IS THAT YOU STOP USING THE SITE. IF WE ARE FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH IS IN ANY WAY CONNECTED WITH YOUR USE OF THE SITE, OUR LIABILITY SHALL NOT EXCEED U.S. $100.00. OUR LIABILITY SHALL NEVER EXCEED THE AMOUNTS PAID TO US BY YOU FOR OUR SERVICES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

• Imdemnification. You agree to indemnify, defend and hold harmless XACT, its affiliates, officers, directors, employees, agents and licensors from and against all losses, liabilities, costs (including without limitation attorneys’ fees), damages, judgments and claims, of every kind and nature, arising from or relating in any way to your use of the Site, your conduct in connection with the Site or your violation of these Terms of Use, any law, or the rights of any third party.

• Changes to this Website. XACT may change or modify the information, services, materials and any other resources contained on or accessible through this Site, or discontinue this Site altogether, at any time without notice. XACT may modify the Terms of Use at any time, and such modifications shall be effective immediately upon posting of the modified Terms of Use. Accordingly, you agree to review the Terms of Use periodically, and your continued use of this Site shall be deemed your acceptance of the modified Terms of Use.

• Your Obligations Herein. You agree to use this Site only for lawful purposes. Any conduct by you that, in our sole discretion, restricts, inhibits or interferes with the ability of any other user to enjoy the Site will not be tolerated, including by means of hacking or defacing any portion of the Site, or by engaging in spamming, flooding or other disruptive activities. You are strictly prohibited from communicating on or through the Site any unlawful, harmful, offensive, threatening, abusive, libelous, harassing, defamatory, vulgar, obscene, profane, hateful, fraudulent, sexually explicit, racial, ethical or otherwise objectionable material of any sort, including, but not limited to, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, federal, or international law. We reserve the right to terminate or suspend your access to and use of the Site, or parts of the Site, without notice, if we believe, in our sole discretion, that you have violated any applicable law or your use is harmful to our interests or the interests, including intellectual property or other rights, of another user or other third-party partners, affiliates, sponsors, providers, licensors or merchants.

  With respect to your account, you agree to provide true, accurate, current and complete information about yourself. It is your responsibility to maintain and promptly update this account information to keep it true, accurate, current and complete. If you provide any information that is fraudulent, untrue, inaccurate, incomplete or not current, or we have reasonable grounds to suspect that such information is fraudulent, untrue, inaccurate, incomplete or not current, we reserve the right to suspend or terminate your account without notice and refuse any and all current and future use of the Site. Furthermore, you agree that we will not be liable to you or any third party for any termination of your access to your account or the Site.

  When you create your account, you will be asked to supply a user ID and password. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur in connection with your password or account. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. You further agree that you will not permit others, including those whose accounts have been terminated, to access the Site using your account or user ID.

  These Terms of Use are effective until terminated by either party. If you no longer agree to be bound by these Terms of Use, you must cease your use of the Site. Your use of the Site is at your sole risk. If you are dissatisfied with the Site, its content or any of these Terms of Use, your sole and exclusive legal remedy is to discontinue using the Site.

• Copyright and Trademark Notice. All the content on the Site is subject to trademark, service mark, copyright and/or other intellectual property rights held by XACT. All title and full intellectual property rights protected by U.S. or international copyright laws are reserved for any materials downloaded or otherwise received from the Site. Trademark or copyright notices may not be deleted or altered in any way. Trademarks and copyrights may not be used in connection with any third-party services.

  XACT grants you a license that is non-exclusive and non-transferable, with a limited right to access, use and display the Site and the informational materials contained in the Site. You agree not to interrupt or attempt to interrupt the operation of the Site in any way.Except as provided above or as permitted by the fair use privilege under U.S. copyright laws (17 U.S.C. section 107), you may not upload, post, reproduce or distribute in any way content protected by copyright, or other proprietary right, without obtaining express permission of the owner of the copyright or other proprietary right. No title, rights or interests in any downloaded materials from the Site are afforded you as a result of such downloading for personal, non- commercial use. You acknowledge that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed.

• Access to Information. To modify or delete your personal information, please adjust your account settings. We may keep your old personal information and content in our backup files and archives until it is deleted through our data storage procedures.

• Proprietary Rights. XACT owns all the content on the Site, including text, graphics, legends, customized graphics, original photographs, data, images, music, audio and video clips, typefaces, titles, button icons, logos, designs, words and phrases, page headers and software as well as the design, coordination, arrangement, enhancement and presentation of this material.

  Copying, publishing, broadcasting, re-broadcasting, webcasting, transmitting, modifying,deleting, augmenting, distributing, downloading, storing, reproducing, sublicensing, adapting or creating derivative works of this content, or posting this content or selected portions of this content in any manner on any network computer, broadcast media or other technologies existing now or hereinafter developed for unauthorized publication or commercial use without the prior written consent of XACT are strictly prohibited. You hereby agree not to reproduce, duplicate, copy, sell, resell, decompile, disassemble or exploit for any commercial purposes any portion of the Site, use of the Site or access to the Site, or to collect any information about Site visitors or registered users of the Site.

• Electronic Communications. When you send emails to us, you are communicating with us electronically and consent to receive return communications, if any, from us electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

• Links to Other Sites. The Site may contain links to sites owned or operated by independent third parties. These links are provided for your convenience and reference only. We do not control such sites and, therefore, we are not responsible for any content posted on these sites. Links should not be construed in any way as an endorsement, authorization or sponsorship of that site or its content. Some sites employ automated search results or otherwise link you to sites containing information that may be deemed inappropriate or offensive, and we cannot be held responsible for the accuracy, copyright compliance, legality or decency of material contained in third-party sites; you hereby irrevocably waive any claim against us with respect to such sites.

• General Information. In addition to the rights and privileges described in the terms, conditions and policies outlined above, we further reserve the right to electronically monitor areas of our Site and may disclose any content, records or electronic communication of any kind if required to do so by any law, regulation or government request, if such disclosure is necessary or appropriate to operate the Site, or to protect our rights or property, or the rights of the users, partners, affiliates, sponsors, providers, licensors or merchants. If alerted to allegedly infringing, defamatory, damaging, illegal or offensive content, we may investigate the allegation and determine in our sole discretion whether to remove or request the removal of such content from the Site. Quality customer service is our top priority. References to or descriptions of services on the Site should not be interpreted as endorsements of such services. Price, quantity and availability of any service are subject to change without notice.

  We control the Site from our corporate offices within the United States. By accessing and using the Site you agree that such access and use is subject to the terms, conditions and policies outlined above as well as applicable laws, as governed and interpreted pursuant to the laws of the state of Florida. Our failure to insist upon strict performance of any provision of these terms, conditions and policies will not be construed as an implicit waiver of any provision or right.

  If any part of this agreement is ruled to be unenforceable, then such part shall be severed, with the remainder of the agreement remaining in full force and effect. These terms, conditions and policies constitute the entire agreement between you and XACT governing your use of the Site. Your use of the Site is also subject to our Privacy Policy.